Welcome to ATCC’s Research Use Homepage. Below, please find answers to the most commonly asked questions concerning the ATCC Material Transfer Agreement (MTA) which explains the rights and responsibilities of end users regarding the use of ATCC materials. For your convenience, we have organized the questions into three categories: General, Content and Process. General questions cover basic information regarding the ATCC MTA. Content questions cover the material covered within the MTA and Process questions cover how an institution executes an MTA with ATCC. If you find that your question regarding the MTA is not answered by the information below, please contact us at licensing@atcc.org with your specific inquiry.
Frequently Asked Questions
General
Content
Process
GENERAL
What is a Material Transfer Agreement (MTA)?
An MTA is a contract that governs the transfer of tangible research materials between two organizations when the recipient intends to use it for his or her own research purposes. The MTA protects the rights of all parties involved in the exchange of biomaterials from the original depositor of the material to the end-user. The use of MTAs is widespread in today's research and development environment. They are used for transfers of materials to and from universities, government agencies, commercial firms, nonprofit organizations and others. Click here to find the ATCC Material Transfer Agreement.
Why is an MTA important?
All users of ATCC products must have an active account and must agree to the terms of the ATCC MTA effective at the time of order placement, or as agreed in a previously executed blanket ATCC MTA, prior to receiving products from ATCC or its licensed distributors because:
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It protects the rights of ATCC from claims relating to the use, handling, storage and disposal of the materials.
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It defines the duties of the recipients and their institutions, including the responsibility to properly handle, use and dispose of the materials according to applicable laws and regulations.
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It protects the rights of the recipients by offering the terms of a warranty, which guarantees that if the received materials are not viable, the recipient is entitled to a refund or replacement at ATCC’s sole option.
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It prevents uncontrolled distribution of Biological Materials by allowing ATCC to track the Biological Materials to a specific end user and requiring that materials only be used in Purchaser's Investigator’s lab, thereby assuring each end-user that the material is authentic and free of contaminants.
How is the ATCC MTA similar to the Universal Biological Material Transfer Agreement (UBMTA)?
The UBMTA defines modifications as substances created by the Recipient which contain/incorporate the Biological Material. The UBMTA also states that the Recipient retains ownership of a modification except the material included therein. The ATCC MTA defines Modifications as substances created by the Purchaser which contain and/or incorporate a significant or substantial portion of ATCC Material. Like the UBMTA, the ATCC MTA states that the Purchaser retains ownership of a modification except to the ownership of the ATCC Material included therein.
While the UBMTA permits third party transfers of Modifications, it is also under a separate implementing letter or an agreement at least as protective of the Provider’s rights. The UBMTA also states that written authorization from the Provider must be obtained for commercial use.
The primary business principle for ATCC is to protect the rights and interests of ATCC and each contributor’s materials. As a result, we state in our MTAs that requests to transfer Modifications must obtain written authorization from ATCC. ATCC follows the UBMTA by implementing a Material Transfer Request process (described below). ATCC does distribute to both non-commercial and commercial entities for research purposes only to allow for greater distribution of materials to the scientific community.
Does the ATCC MTA Comply with the Bayh-Dole Act?
The ATCC MTA does not conflict with the spirit and intent of the Bayh-Dole legislation. If a researcher at an academic institution who is doing federally funded research develops a new substance that contains ATCC Material, the Government receives a non-exclusive, royalty-free license to the intellectual property developed out of that federal funding, subject however, to any third party rights that may have already existed. ATCC would not conflict with the Government’s rights to newly developed intellectual property, because ATCC does not claim ownership to the newly developed intellectual property, and only claims ownership to the ATCC Material that may be incorporated into the new substance.
CONTENT
Can I add an addendum or rider to the ATCC MTA?
With the exception of product-specific addendums stipulated by the contributor of ATCC materials, ATCC does not accept additional addendums and riders to the MTA.
Can I modify the “Indemnification” provision?
The “Indemnification” provision was written to be inclusive of all of our customers and be mindful of restrictions that may limit them. Specifically, federal and state governmental entities and non-profit organizations are agreeing to indemnify ATCC to the extent permitted by relevant federal or state statute. ATCC does not accept references to specific state or federal statues as this negates our efforts to reduce modification requests and streamline the transfer of Biological Materials worldwide.
I’m not sure if my intended use of the material falls under “Commercial Use.” What are some examples of Commercial Use?
Commercial Use means the sale, license, lease, export, import, use or other distribution of the Biological Materials for financial gain or other commercial purposes. In addition, if Biological Materials are being used in the development and manufacture of a product or service for sale, this would also be a commercial use.
Commercial Use does not include industry-sponsored academic research that is carried out at a non-profit organization and by the non-profit organization’s employees; however, any use of the Biological Materials by such industry sponsor may require a separate license from ATCC.
Some examples of Commercial Use include:
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Sale of a Product containing or developed with Biological Materials, such as vaccines, drugs, release assays, diagnostic kits, test kits, food products, dietary supplements, research reagents and enzymes used in manufacturing and formulation; and
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Services provided using Biological Materials, such as testing using release assays, diagnostic kits and various toxicological or efficacy tests. If you are still not sure if your proposed use of ATCC materials falls under our definition, please contact us at licensing@atcc.org for additional information.
What are some examples of each of the materials listed under “Biological Materials”?
Materials are classified as “Progeny” if they are unmodified descendants from ATCC Materials, such as virus from virus, cell from cell, or organism from organism.
Materials are classified as “Unmodified Derivatives” if they are substances created by a Purchaser that constitute an unmodified functional sub-unit or product not changed in form or character and are expressed by the ATCC Material provided by ATCC. This includes, but is not limited to, subclones of unmodified cell lines, purified or fractionated subsets of materials provided by ATCC, proteins expressed by DNA/RNA supplied by ATCC, and monoclonal antibodies secreted by a hybridoma cell line.
Materials are classified as “Modifications” if they are substances created by Purchaser which contain and/or incorporate a significant or substantial portion of ATCC Material. This includes, but is not limited to, cells that have been transfected with a reporter gene, induced pluripotent stem cells, and mesenchymal stem cells.
What rights does ATCC have in Modifications of ATCC Materials?
ATCC’s definition of Biological Materials is set up to provide protection and define ownership for the underlying ATCC Material contained within any Modification and/or Unmodified Derivative. In no way is ATCC claiming ownership over those new substances created which do not contain ATCC Material. If an end user creates a new substance, ATCC simply claims ownership to the ATCC Material that may be incorporated into the new substance.
What does “Third Party Terms” mean?
Although ATCC identifies, to the extent that it is known to us, any third party restrictions in our product sheets and catalog, the Biological Materials distributed by ATCC are cleared for general distribution by the contributor of the material who is responsible for conveying the proprietary status of the deposit to ATCC. Because ATCC relies on its depositors to communicate any third party rights incorporated in the Biological Materials, ATCC is limited in knowing if other parties have rights to the material. For example, other parties may have filed patent applications that claim a material distributed under the ATCC MTA subsequent to its initial deposit with ATCC and, as a result, a particular use may infringe on those claims should a patent issue. Purchasers of ATCC Materials have the responsibility for obtaining any intellectual property licenses necessitated by its possession and use of the Biological Materials.
The ATCC MTA states that I cannot transfer Biological Materials without written permission from ATCC. How may I obtain permission?
ATCC obtains a great deal of satisfaction working with its customers to transfer Biological Materials to third parties to allow for further studies, thus, facilitating and supporting the advancement of scientific knowledge. To that end, ATCC has a formal process to allow for the transfer of ATCC Materials, Progeny, Unmodified Derivatives and Modifications (collectively "Biological Materials") for non-commercial, research purposes only. Please note that there is an administrative fee for transferring the Biological Materials to the third party as this falls outside of our general distribution practices. If the ATCC Biological Materials have not been modified in any way, we generally do not authorize transfers as the material can be obtained directly from ATCC or one of its official distributors.
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If the original purchaser and third party requestor wish to transfer Biological Materials, as defined by the ATCC MTA, please contact us. ATCC will send the requestor an inquiry letter to obtain specific information regarding the transfer request.
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Upon receipt of a response, ATCC will assess the request and determine if the transfer can be approved.
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Upon approval, ATCC will send a Transfer Request Information Form to be completed. Please note that this form must be signed by someone with the authority to bind the organization in contract.
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Upon receipt of the completed Transfer Request Information Form, ATCC will negotiate and execute a material-specific, use-specific, Transfer Agreement with the final recipient.
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ATCC will send the requestor a letter of approval for the transfer, a copy of the signed Transfer Agreement by the final recipient, and an invoice for the transfer fees, at which time the material may be transferred.
PROCESS
How does the ATCC MTA process overlap/interact with the New Account Application? What is the process in general?
Before materials can be purchased from ATCC, an institution needs to open an account with ATCC and have a current MTA in place. The standard MTA is available here. ATCC policy is to have organizations sign an MTA when a new account is opened. The Sales Department will guide an institution through opening a new account, including signing an MTA with ATCC. Upon review, if your institution needs no further clarification of terms, the MTA can be signed by a person with appropriate authority and sent to ATCC. However, if your institution would like to discuss the terms of the MTA in greater detail, the matter will be referred to the ATCC Licensing Department by your sales representative or you may contact licensing@atcc.org directly. The ATCC Licensing Department will attempt to answer any questions or concerns an organization may have regarding the MTA and achieve a result that is agreeable to both parties. Once the terms are accepted, a copy will be returned to the organization for their approval and signature. Upon receiving the partially executed agreement, the ATCC Licensing Department, will turn it over to the Senior Director of Licensing for his approval and signature. After the MTA has become fully executed, one copy will be returned to the organization for record keeping and one will stay on file at ATCC.
Who should sign an ATCC MTA?
The ATCC MTA must be signed by the Recipient Institution via an official capable of legally binding it in contract (e.g. president, vice-president, company officer, dean, or provost, but not a university department chairman).
Does an individual investigator have to execute an MTA with ATCC?
ATCC does not require a new MTA be signed by each investigator within an institution. Instead, the MTA exists between the institution and ATCC. This enables a certain degree of freedom when placing orders and minimizes administrative delays in research.
My institution does not have a current, executed institutional MTA in place, but has previously purchased ATCC materials. What/how/why are we restricted from using the material now?
Existing ATCC account holders that do not have a current, executed MTA in place are subject to the terms and conditions of the ATCC MTA at the time of order placement. A copy of this MTA is provided in each material shipment and by accepting and opening ATCC Biological Materials, the Purchaser is agreeing to terms and conditions of the ATCC MTA. Any materials distributed by ATCC may only be used in accordance with the MTA. If the intended use of the materials is outside of the scope of the ATCC MTA, please contact us for additional information on how to negotiate an appropriate Commercial Use license. To see the current terms and conditions of the current ATCC MTA governing all purchases from the general collection, please click HERE.
What happens if/when the ATCC MTA expires?
To remain current with standards in scientific discovery, ATCC releases new versions of the standard MTA on a regular basis. The MTA should be renewed prior to expiration, and in ATCC’s effort to require all existing ATCC account holders to have a current, signed MTA in place, this will allow for the current account holder to prevent any delays in shipment of ATCC Material. If the master ATCC MTA executed to govern all purchases by an institution under a valid ATCC account expires, the materials are governed by the terms and conditions of the ATCC MTA in effect at the time of order placement and available on our website. A copy of this MTA is provided in each material shipment and by accepting and opening ATCC Biological Materials, the Purchaser is agreeing to terms and conditions of the ATCC MTA. Any materials distributed by ATCC may only be used in accordance with the MTA. If the intended use of the materials is outside of the scope of the ATCC MTA, please contact us for additional information on how to negotiate an appropriate use license. When a new version of the MTA is released, it will appear on the ATCC website. Current account holders should review this MTA to determine if they wish to sign the new version. Any requests to replace the current ATCC MTA held by your institution should be made to licensing@atcc.org.
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